Your SlideShare is downloading. ×
presentation
Upcoming SlideShare
Loading in...5
×

Thanks for flagging this SlideShare!

Oops! An error has occurred.

×
Saving this for later? Get the SlideShare app to save on your phone or tablet. Read anywhere, anytime – even offline.
Text the download link to your phone
Standard text messaging rates apply

presentation

307

Published on

Published in: Business, Economy & Finance
0 Comments
0 Likes
Statistics
Notes
  • Be the first to comment

  • Be the first to like this

No Downloads
Views
Total Views
307
On Slideshare
0
From Embeds
0
Number of Embeds
0
Actions
Shares
0
Downloads
4
Comments
0
Likes
0
Embeds 0
No embeds

Report content
Flagged as inappropriate Flag as inappropriate
Flag as inappropriate

Select your reason for flagging this presentation as inappropriate.

Cancel
No notes for slide

Transcript

  • 1. Corporate Governance ROLE AND FUNCTION OF SUPERVISORY BOARDS IN BOSNIA AND HERZEGOVINA (FEDERATION) Created by: Faris Njemcevic, Fund Management Company PROF-IN, Sarajevo
  • 2. Introduction
    • Single-layer model (Supervisory board only)
    • Deal s with firms that are subject to privatization
    • Supervisory board is a link between management and shreholders, where:
      • It has wider rights towars management, and
      • By laws regulate rights and responsibilities in more details
  • 3.
    • Role of Management continously become s stronger, because:
      • Amount of information is rapidly increasing,
      • Business becomes more and more complex,
      • Supervisory board members are external and do not come from the same branch – managers lead the game
    • Supervisory board functions:
      • As a body
      • In the best interest of all shareholders
      • With limited and united responsibility towar d s all shareholders
    Introduction
  • 4. Rights and role of Supervisory board (legal framework)
    • Most important duties of Supervisory bord:
      • Chooses Management based on presented business plan;
      • Tracks results;
      • Adopts all company’s acts prescribed by law;
      • Makes particular decisions set by law;
      • Adopts financial reports (annual and semiannual) and business plan for the following year;
  • 5. Rights and role of Supervisory board (legal framework)
    • Most important duties of Supervisory bo a rd:
      • Proposes to the shareholders the way of profit sharing and loss cover;
      • Approves offering of new shares up to 1 / 3 of nominal value of existing shares;
      • Carries out decisions made by shareholders.
    • Structure of the bo a rd:
      • Supervisory bo a rd consists of at least 3 members;
      • Number must be odd;
      • Decision valid with majority votes.
  • 6. Supervisory bo a rds in practice
    • Participants in privatization:
      • Citizens,
      • Local powerfull persons,
      • Privatization Investment Funds.
    • Detected problems:
      • No established labour market for Supervisory bord members;
      • No clear corporate ownership structure with clear company’s goals;
      • Many of privatized companies (with valuable real estate) were target for local powerfull persons;
  • 7.
    • Detected problems:
      • No developed labour market for managers, therefore Supervisory boards cannot easily find a director – most of firms need new Management;
      • Supervisory boards not aware of their responsibility and they think they are only delegates of some shareholders;
      • HRM in corporate governance is poor with no room for bonuses, benefits and stimulation ;
      • Members of Supervisory bords are working full time elsewhere and can not devote much time to the firm.
    Supervisory bords in practice
  • 8. Recommendations
    • Main goal: to stop further sinking of the company;
    • Every firm can do better with good Manager who will get full support and motivation by its Supervisory board;
    • Privatization Investment Funds cannot have active approach (as strategic partner) but can contribute to restructure of companies by electing their best people into Supervisory boards and Management;
    • Supervisory bo a rd as a profession – gather and e ducate Supervisory bo a rd members
  • 9. Conclusion
    • WE NEED:
    • A COMPREHENSIVE CONCEPT OF CORPORATE GOVERNANCE DEVELOPMENT
    • AT THE MACRO LEVEL!
  • 10. THE END
    • THANK YOU FOR YOUR ATTENTION!!!
    Name : Faris Njemcevic Company : Fund Management Company PROF-IN Sarajevo Address : Radiceva 8, Sarajevo Bosnia and Herzegovina Phone : + 387 33 26 33 00 Fax : + 387 33 26 33 02

×